ICT Group N.V. (ICT) today announces the nomination of Mr. Wouter van de Bunt for appointment as member of the Supervisory Board of ICT Group. His nomination made by the Supervisory Board will be on the agenda of the Annual General Meeting of Shareholders of ICT Group on 15 May 2019. At that same meeting the re-appointment of Theo van der Raadt, chairman of the Supervisory Board, will also be on the agenda. This nomination will be for a two year period, in line with the corporate governance code. Mr. Fritz Fröschl, whose second term ends on 15 May 2019, will not be available for re-election.

Wouter van de Bunt (57) was partner at KPMG where he has held several roles in the past 20 years, the latest being Global Head of Mergers & Acquisitions. His focus was on M&A within the national and global Technology, Media and Telecom sector. Prior to KPMG he worked for a number of years at private equity firms and he started his career as an auditor at Ernst & Young.

Theo van der Raadt, chairman of the Supervisory Board of ICT Group: “It is with pleasure that we nominate Wouter van de Bunt for appointment to the Supervisory Board. His extensive experience in the IT sector will be valuable for ICT Group and complement our board. At the same time, I would like to thank Fritz Fröschl for his valuable contribution to the development of the company in the past eight years.”

Wouter van de Bunt will be nominated for appointment for a period of four years until the AGM in 2023. In addition, there will be a proposal to re-appoint Theo van der Raadt, whose second term ends on 15 May 2019, for a two-year period, until the AGM in 2021. This is to ensure sufficient continuity in the Supervisory Board. Both nominations will be made under the condition that the general meeting does not make use of its right of recommendation. After the (re-)appointments, ICT Group’s Supervisory Board will, effective 15 May 2019, consist of the following members: Theo van der Raadt (Chairman), Deepak Luthra, Gina van der Werf and Wouter van de Bunt. Mr. van de Bunt will become member of the Audit Committee.

Today, ICT Group N.V. (“ICT”) presents the outcome of its strategy update ‘DEVELOP THE FUTURE’ at its first Capital Markets Day in Eindhoven. The full presentation is available on the corporate website as well as the Closing statements of the Capital Markets Day.

The buy and build strategy continues to be fully focused on profitable growth, combining a healthy organic growth with selective acquisition opportunities.

Organic growth, in a tight labour market, is based on the following key elements:
• Remain an employer of choice
• Grasp the opportunity of high growth areas and industries with our software as a service solutions bundled in OrangeNXT
• Accelerate ICT’s nearshoring offerings

Besides organic growth, ICT will look into international expansion in Northern European countries and into companies with compelling offerings in the countries in which ICT is already active.

Based on the above ICT has defined its new long term objectives towards 2022:
• Double the company’s revenue from 2017 towards 2022 to around € 200 to 230 million with organic growth of more than 5% combined with acquisitions
• Maintain profitability margins (EBITDA) between 10 and 12%

Jos Blejie CEO: “Our strategy presented today, is building further upon the strong fundament of our consistent execution and track record over the past years. We believe ICT Group is uniquely positioned in the areas we serve, through our multi-domain expertise combined with in-depth industry knowledge, and our ability to integrate this in a compelling technology solution. At the same time we have been investing in new technologies enabling us to expand our unique Industrial and Operational Technology position, including developing in-house (proprietary) solutions. This is opening up new opportunities, both in terms of geographies and business models. The digital transformation demands are such that we will grow and support our customers globally and extend our business internationally. Evolving into a truly European Technology Solutions Provider.”

Jos Blejie, CEO of ICT Group N.V.: “ICT Group continues to realise good growth while making strategic progress in becoming a leading total solutions provider. The acquisition of the remaining shares in ICT Mobile was the jumpstart for OrangeNXT in which we have bundled promising ICT Group software solutions to help our customers reap all the benefits that digital transformation has to offer. We are convinced that combining our in-depth industry knowledge with our ability to connect people, devices and data provides a unique offering. Our outlook for the fourth quarter is positive and we expect an underlying EBITDA of between € 13 and € 14 million for the full year 2018.”

Financial developmentsIn the third quarter of 2018 revenue increased by 23% to € 31.8 million from € 25.8 million in the third quarter of 2017. Organically, i.e. excluding NedMobiel and the full consolidation of InTraffic, revenue grew 3%. For the first nine months of the year revenue amounted to € 92.7 million (9M 2017: € 76.5 million). Revenue rose 5% organically year-to-date.

EBITDA increased to € 3.1 million in the third quarter from € 2.5 million in the same period of 2017, mainly as a result of improved productivity at ICT Netherlands and recent acquisitions. The EBITDA margin was 9.7% in the third quarter, in line with 2017 (9.6%).

In the first nine months of 2018 EBITDA was up 4% compared to last year. Underlying EBITDA, i.e. excluding the one-off costs of € 0.8 million in the second quarter of 2018 relating to contract termination fees at InTraffic, increased by 14% compared to the same period last year. The resulting underlying EBITDA margin came in at 9.6% year-to-date (9M 2017: 10.2%). The positive impact of higher productivity levels at ICT Netherlands was offset by substantially lower EBITDA margins at InTraffic and lower hardware sales at BMA.

Strategic themesICT has made clear choices in terms of growth, focusing on the strategic themes of Smarter Industries, Smarter Cities and Smarter Health. Smarter Cities realised considerable growth, mainly as a result of the acquisition of NedMobiel and the remaining stake in InTraffic. Smarter Industries posted good organic revenue growth, while revenue in Smarter Health declined as a result of lower hardware sales at BMA and lower productivity in the ICT Healthcare unit.

OrangeNXTIn September 2018 ICT Group acquired the remaining 49% of the shares in ICT Mobile from its management. The software solutions provided by ICT Mobile have been housed with the solutions provided by other ICT Netherlands business units in OrangeNXT (formerly ICT Mobile), to distinguish the software as a service offerings from traditional time hire and project activities.

CIS Solutions GermanyCIS Solutions is a reselling agency for LogicNets and Internet of Things solutions in Germany for which ICT Group provided loans in 2016. In the third quarter of 2018 the outstanding convertible loans were converted into shares. Combined with an additional investment, ICT Group obtained 66% of the shares in CIS Solutions Germany.

OutlookGoing forward ICT Group will continue to focus on growth, both organically and through acquisitions. ICT Group continues to invest in creating a strong platform to take its transformation into a total solution provider to the next level. The battle for talent continues and attracting and retaining the right people remains a key priority.

For the full year 2018 ICT Group expects underlying EBITDA to come in at between € 13 and € 14 million.

ICT Group N.V. (ICT) announces that it has acquired the remaining 49% of the shares of ICT Mobile B.V. (ICT Mobile) from management. The software solutions of ICT Mobile together with software solutions of other business units within ICT Netherlands will be consolidated into a new entity, OrangeNXT (www.orangenxt.com), to distinct software offerings from the traditional time hire and project activities within ICT.

OrangeNXT focuses on ready to use software solutions, offered as Software as a Service. The plug-and-play cloud platform that connects people, devices and data consists of three solutions. ConNXT provides asset management and predictive maintenance solutions. MobileNXT delivers real-time tracking and tracing support for field service engineers, logistics staff, parcel delivery services and auditors. DigitalNXT helps companies to accelerate their digital transformation. The solutions of OrangeNXT are aimed at the smarter cities and smarter industries segments and cover many industries, from water management to logistics and transportation.

ICT Mobile was established as a start-up in 2016 together with the current management, Huub van der Linden and Jeroen Donkers. Both have a long track record in the Enterprise Mobility market, and will stay on board to lead OrangeNXT, together with director Alliances John Koot. The purchase consideration will be paid in cash. Further financial details will not be disclosed.

Net profit came in at € 5.7 million (H1 2017: € 2.6 million), including one-off accounting gains of
€ 4.1 million related to the acquisition of InTraffic and the revaluation of ICT’s stake in GreenFlux

Acquisitions of InTraffic and NedMobiel completed

Outlook 2018: ICT expects further growth in revenue and EBITDA in the second half of 2018 compared to the first half of 2018

Key figures

Jos Blejie, CEO of ICT Group N.V.:“ICT Group continues its growth momentum and achieved revenue and EBITDA growth. This growth is supported by favourable market conditions and driven by the right strategic actions, positioning the company higher in the value chain. Our recent acquisitions NedMobiel and InTraffic further strengthened our offering in Smarter Cities, allowing us to serve any client in the field of mobility and infrastructure. Having achieved leading positions in Smarter Cities and Smarter Industries, our focus will now shift to strengthening our position in Smarter Health in the coming periods. Moreover, we cautiously look for international expansion in our traditional Industrial activities. Our key challenge remains attracting and retaining professionals, while keeping salary increases in balance with tariffs.”

Strategy update

In January 2018 ICT completed the purchase of 100% of the shares of NedMobiel B.V., a Dutch expert consultancy company for complex infrastructures. With some 25 professionals, NedMobiel has approximately € 3 million revenues. This acquisition supports ICT’s transition from a leading software integrator to a total technology and service provider, by increasing revenue from projects as well as from consulting services.

ICT completed the acquisition of the remaining 50% of the shares of InTraffic B.V. ICT now holds 100% of the shares of InTraffic. The acquisition of InTraffic enables ICT to further expand its position in the strategic ‘Smarter Cities’ theme. Together with the recent NedMobiel acquisition and the unit Water and Infrastructure ICT is now able to fully service Water, Rail and Road infrastructures and mobility.

InTraffic’s current margin is below ICT Group’s target margin range. In cooperation and integration, the focus will be on increasing efficiency. The objective is to bring InTraffic’s margins more in line with ICT’s overall margins. InTraffic, located in Nieuwegein, designs and builds applications for Traffic Management, Infrastructure Monitoring and Travel Information. The company was founded in 2003 as a joint venture between ICT and engineering company Movares. With 150 professionals InTraffic generates annual turnover of approximately € 19 million.

Notes to the results

Performance ICT Group
In the first half year of 2018 ICT Group’s revenue came in at € 60.9 million, up 20% compared to € 50.7 million reported in H1 2017. The revenue growth showed a consistent trend. Organically, excluding the contribution of HTS, NedMobiel and three months full consolidation of InTraffic, revenue increased by 5%. This was mainly driven by the good performance of ICT Netherlands where project activities, especially in the area of Automotive and Water & Infra, increased substantially.

Strategic themes

ICT’s growth strategy focuses on the themes Smarter Industries, Smarter Cities and Smarter Health. Within these themes, ICT delivers added value to its customers. All underlying markets benefited from good market circumstances and have shown growth in the first half of 2018. Smarter Cities nearly doubled, due to the acquisitions of NedMobiel and InTraffic’s remaining 50% stake. Organically Smarter Cities realised 17% growth. The declining revenue in Smarter Health is a result of a delay in the delivery of foetal heart monitors at BMA and lower productivity in the ICT Healthcare unit.

Personnel costs increased significantly to € 37.4 million (H1 2017: € 31.0 million), primarily because of an increase in number of employees and salary increases.

Other operating expenses also increased to € 12.1 million (H1 2017: € 8.9 million), mainly because of the recent acquisitions. The investment levels in H1 2018 increased compared to the first half of 2017. ICT continued its increased outlays in recruitment and education. The costs related to strategic initiatives and the realisation of acquisitions and partnerships amounted to € 0.2 million (H1 2017:
€ 0.1 million). Furthermore, following the acquisition of InTraffic, one-off costs of € 0.8 million were incurred as contract termination fees. Other operating expenses also included one-off costs of € 0.4 million related to the 40-year anniversary of the company and start-up costs of € 0.2 million for ICT Belgium BVBA.Underlying EBITDA for the first six months of 2018 increased to € 5.8 million, compared to € 5.3 million in the comparable period in 2017. Including the one-off costs of € 0.8 million related to the contract termination fees at InTraffic, EBITDA decreased by 5% compared to the same period last year.

The underlying EBITDA margin decreased from 10.5% in H1 2017 to 9.5% in H1 2018. This decrease in the underlying EBITDA margin is the balanced effect of a good performance at ICT Netherlands, the substantially lower EBITDA margins at InTraffic and lower results at Raster and BMA.

Performance per segment

ICT Netherlands showed a strong performance in the first half of 2018. Revenue increased 13% to
€ 44.4 million in H1 2018 from € 39.3 million in the same period last year. The increase is the result of positive market circumstances and firm recruitment efforts which led to more FTE’s and increased productivity. Organically, revenue was up approximately 9%. EBITDA increased 31% from € 3.6 million in the first half of 2017 to € 4.7 million in H1 2018. As a result of more project activities, licences and materials sales grew significantly compared with last year.

Strypes Bulgaria (“ICT Nearshoring”) reported an increase in revenue from € 4.6 million in H1 2017 to € 4.8 million in the first six months of 2018. The investments in the organisation, mainly in quality improvement are ongoing. This resulted in an operational margin at the same level as in the first half of 2017. EBITDA came in at € 0.9 million in H1 2018 (H1 2017: € 0.9 million).

InTraffic is consolidated as of 1 April 2018 and contributed revenue of € 4.4 million in the second quarter. EBITDA included one-off costs of € 0.8 million, resulting from contract termination fees and amounted to a loss of € 0.6 million.

The segment ‘Other’ recorded revenues of € 9.1 million (H1 2017: € 7.4 million). The market for Improve was positive and the company performed in line with the first six months of 2017. For Raster the challenging market conditions in the oil and gas sector continued, which negatively impacted the company’s performance. BMA performed less compared with last year mainly due to a delay in the delivery of foetal heart monitors. NedMobiel performed in line with expectations and realised margins in line with ICT Group’s target margins in the first half of 2018.

Other financial information

Amortisation and depreciation
ICT has attributed a value to and is amortising several intangible assets, including order backlog, software and customer relations of its recent acquisitions. The amortisation for InTraffic and NedMobiel in the first half of 2018 amounted to € 0.4 million. Total amortisation in the first half of 2018 amounted to € 1.8 million (H1 2017: € 1.2 million). Depreciation for the first half of 2018 amounted to
€ 0.5 million (H1 2017: € 0.5 million).

The operating profit amounted to € 2.8 million in H1 2018 (H1 2017: € 3.7 million). As a result of lower EBITDA and higher amortization, the operating margin decreased to 4.6%, compared to H1 2017 (7.2%).

Results from joint ventures and associates
InTraffic was still reported as a joint venture in the first quarter of 2018. The results in Q1 2018 were in line with Q1 2017. The result from associates amounted to a loss of € 0.2 million (H1 2017: € 0.2 million loss), mainly attributable to GreenFlux. LogicNets achieved a break-even result in the first half of the year. CIS Solutions (Germany) developed in line with plan which resulted in a small loss in the first half of 2018.

Financing expenses increased to € 0.5 million in the first six months of 2018, from € 0.3 million in the comparable period in 2017, as a result of increased financing for the recent acquisitions and a loss on the devaluation of loans to Valuemaat that filed for bankruptcy in the first half of 2018 (€ 0.2 million).

Taxes in the first half of 2018 amounted to € 0.7 million compared with € 0.7 million in the first half of 2017.

One-off accounting gains
As a result of the acquisition of the remaining 50% in InTraffic, ICT had to recognize a one-off accounting gain of € 3.5 million, related to the revaluation of the 50% stake in InTraffic already held by ICT.

Following the investment by new shareholders in GreenFlux, ICT’s stake dilutes from 24.49% to 19.57%. As a result of the revaluation of its stake in GreenFlux, ICT realized a one-off accounting gain of € 0.6 million.

The impact of step up accounting and purchase price allocation of both transactions is explained in detail in the notes to the interim financial statements.

Net profit for the first six months of 2018 increased to € 5.7 million, compared with € 2.6 million in H1 2017. An amount of € 5.6 million is attributable to the shareholders of ICT Group N.V. (H1 2017:
€ 2.5 million). This translates into earnings per share of € 0.59 (H1 2017: € 0.27). The number of outstanding ordinary shares increased during the first half year 2018 to 9,463,878 (31 December 2017: 9,411,301) due to stock dividend.

Cash flow movement

In the first half of the year, net operational cash flow amounted to € 3.7 million positive (H1 2017: € 0.5 million negative). The net cash position per 30 June 2018 was € 2.0 million positive (31 December 2017: € 6.3 million positive). This decrease was the balanced effect of the purchase price paid for acquisitions, new financing arranged for these acquisitions, the repayments of existing acquisition financing, the payment of dividend, investments in housing facilities, and normal working capital patterns.

Balance sheet structure

In the first half of 2018, shareholders’ equity increased to € 50.4 million (31 December 2017: € 47.7 million) mainly as a result of the net effect of net profit of € 5.7 million and dividend paid of € 2.4 million. The balance sheet total increased from € 81.6 million at year-end 2017 to € 95.3 million at 30 June 2018, as a result of the acquisition of InTraffic and NedMobiel. Solvency (shareholders’ equity/total assets) stood at 52.8% at the end of June 2018 (58% at year-end 2017).

Personnel

At 30 June 2018, ICT Group employs 1,199 people (1,148 FTEs), around 16% higher than at year-end 2017. The acquisitions of InTraffic and NedMobiel and ongoing recruitment efforts contributed to this increase.

Outlook

ICT will continue to focus on growth, organically as well as through acquisitions. With the full consolidation of InTraffic and the acquisition of NedMobiel the company increased its size in Smarter Cities. Increasing its size in Smarter Health remains a focus point for the company. ICT will continue to be disciplined and cautious in its acquisition strategy.

ICT expects its capital expenditures and research & development expenditures to increase in 2018, in line with the increased scale of the company. ICT invests in creating a strong platform to bring the transformation into a total solution provider to the next level. The battle for talent continues and attracting and retaining the right people remains to be one of our key priorities.

Based on the above, ICT expects further growth in revenue and EBITDA in the second half of 2018 compared to the first half of 2018.

Leading smart charging company for electric mobility secures EUR 11 million funding to accelerate international expansion

Sustainable energy company Eneco Group and independent investment fund SET Ventures have both acquired a minority stake in Amsterdam-based GreenFlux Assets BV (“GreenFlux”), as part of a total Series B round of EUR 11M. Existing shareholders BOM Brabant Ventures and ICT Group NV also participated in the round. The investment in a leading enabler of electric driving and smart charging supports Eneco Group’s and SET Ventures’ ambitions to accelerate the energy transition by means of technology.

ICT Group N.V. (ICT) announces that the Annual General Meeting of Shareholders (AGM), which was held today, adopted all proposed resolutions. This included the appointment of Mrs. Gina van der Werf as member of the Supervisory Board of ICT Group. Mr. Jan Sinoo, who was not available for re-appointment, retired as member of the Supervisory Board as per the end of the AGM. After the AGM, the Supervisory Board re-appointed Mr. Jos Blejie and Mr. Jan Willem Wienbelt as member and CEO, respectively CFO of the Executive Board for a period of four years.

In line with the proposal, the AGM approved a dividend of € 0.35 per share for the 2017 financial year. The dividend will be payable, in cash or in shares, on 30 May 2018. ICT will determine the dividend payment in shares one day after the end of the optional period on the basis of the average price of ICT shares during the last five trading days of the optional period, which shall end on 28 May 2018. The ex-dividend date is 11 May 2018.

Acquisition of NedMobiel and remaining 50% stake in InTraffic completed

Key figures

(in € millions)

Q1 2018

Q1 2017

Δ

Revenue

28.7

25.6

12%

EBITDA*

6.5

2.8

Underlying EBITDA

3.0

2.8

6%

* including a one-off gain of approx. € 3.5 million. This one-off accounting gain is the result of the acquisition of the remaining 50% stake in InTraffic.

Jos Blejie, CEO of ICT Group N.V.:“In the first quarter of 2018 results were in line with expectations, with a good performance of ICT Netherlands. One of the highlights of the first quarter was acquiring full ownership of InTraffic. As wholly owned subsidiary, InTraffic substantially strengthens our position in Smarter Cities from Q2 onwards. We will continue to focus on the further execution of our strategy, aimed at organic growth combined with add-on acquisitions. Considering the performance in this first quarter and the continued positive market trends, we reiterate that we expect a further growth in both revenue and EBITDA for the full year 2018 compared to 2017.”

Financial developments

Revenue increased to € 28.7 million in the first quarter of 2018, compared to € 25.6 million in the first quarter of 2017. Organically, excluding High Tech Solutions (acquired in June 2017) and NedMobiel, revenue grew 6%. InTraffic is consolidated as of 1 April 2018. In the first quarter, InTraffic is still reported as a joint venture.

ICT Netherlands performed well, showing good productivity levels, except for the Healthcare unit, for which a large project ended in 2017. The results of Strypes Bulgaria are somewhat behind compared to last year due to slightly lower productivity in combination with ongoing outlays in quality improvement. In the segment ‘Other’, Raster is experiencing a lack of larger new projects, which is reflected in its results. We anticipate that the challenging Oil & Gas market circumstances will continue in the next two quarters.

EBITDA, excluding the one-off accounting gain, increased to € 3.0 million in the first quarter, compared to € 2.8 million in the same period of 2017.

Strategic themes

ICT has made clear choices in terms of growth. ICT focuses on the themes Smarter Industries, Smarter Cities and Smarter Health. Within these themes ICT delivers the highest added value to its customers. Due to the acquisition of NedMobiel, Smarter Cities realised considerable growth. The declining revenue in Smarter Health is a result of flat revenue development at BMA and lower productivity in the ICT Healthcare unit.

Revenue split per theme (in € millions)

Q1 2018

Q1 2017

Δ

Smarter Industries

18.8

17.4

+8%

Smarter Cities

5.7

4.1

+41%

Smarter Health

2.2

2.5>

-11%

Other

2.0

1.6

+22%

Total revenue

28.7

25.6

+12%

InTraffic

On 21 March 2018 ICT completed the acquisition of the remaining 50% of the shares of InTraffic B.V. from former joint venture partner Movares Group B.V. ICT now holds 100% of the shares of InTraffic. The acquisition resulted in a one-off accounting gain of approximately € 3.5 million, mainly related to the revaluation of the 50% stake in InTraffic already held by ICT. Except for the one-off gain, InTraffic is still reported as a joint venture in the first quarter of 2018. The impact of step up accounting and purchase price allocation will be disclosed upon publication of the 2018 half year results.

NedMobiel

In January 2018 ICT completed the purchase of 100% of the shares of NedMobiel B.V., a Dutch expert consultancy company for complex infrastructures. This acquisition supports ICT’s transition from a leading software integrator to a total technology and service provider, by increasing revenue from projects as well as from consulting services.

Outlook

ICT’s management reiterates the outlook given at the announcement of the annual results in March. ICT will continue to focus on growth, preferably organically as well as through acquisitions. The focus in 2018 is on increasing the company’s size in Smarter Cities and Smarter Health. ICT will continue to be disciplined and cautious in its acquisition strategy.

ICT expects its capital expenditures and research & development expenditures to increase in 2018, in line with the increased scale of the company. With these investments ICT creates the right conditions to take additional steps in our transformation into a total solution provider. The battle for talent continues and attracting and retaining the right people remains to be one of our key priorities.

Based on the above, ICT expects a further growth in revenue and EBITDA in 2018 compared to 2017.

Furthermore, today ICT Group N.V. (ICT) has published the convocation for the Annual General Meeting of Shareholders (AGM), including the agenda and the accompanying explanatory notes, on its website (www.ict.nl)

The Annual General Meeting of Shareholders will take place on 9 May 2018, 10:30 CET at Novotel Rotterdam, K.P. van der Mandelelaan 150, Rotterdam.

ICT Group N.V. (ICT) announces that it has completed the purchase of the remaining 50% of the shares of InTraffic B.V. (InTraffic) from former joint venture partner Movares Group B.V. (Movares). ICT now holds 100% of the shares of InTraffic.

The acquisition of InTraffic enables ICT to further expand its position in the strategic ‘Smarter Cities’ theme. It also supports ICT’s strategic objective to become a leading total solutions provider.

InTraffic, located in Nieuwegein, designs and builds applications for Traffic Management, Infrastructure Monitoring and Travel Information. The company was founded in 2003 as a joint venture between ICT and engineering company Movares. With 150 professionals InTraffic generates annual turnover of approximately € 19 million.

InTraffic will be fully consolidated as from 22 March 2018, while ICT’s former 50% stake used to be reported as result from joint ventures. The purchase consideration for 50% of the shares will be paid in cash. Further financial details will not be disclosed.

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